Proposed Revised Bylaws

Keystone State Reading Association

 

Article I – Name

 

The name of this organization shall be the Keystone State Reading Association (KSRA), a state council of the International Reading Association (IRA).

 

Article II – Mission Statement & Purposes

 

Section 1 – Mission Statement: KSRA, an affiliate of IRA, is a state-wide organization in the Commonwealth of Pennsylvania comprised of individuals who are engaged in reading instruction, literacy development, and the encouragement of lifelong reading habits. KSRA’s mission is to promote literacy, provide instructional leadership, support professional development, and advocate literacy issues. KSRA believes in the importance of collaborating with other organizations in achieving its purposes and goals.

 

Section 2 – Purposes: The purposes of KSRA are to:

• Promote reading as a lifelong habit for all people.
• Provide instructional leadership that facilitates effective instruction in reading and other areas of literacy.
• Support and facilitate the professional growth of educators in reading and other areas of literacy education.
• Advocate for literacy issues in Pennsylvania and the nation.

 

Article III – Membership

 

Section 1 – Eligibility: Membership in KSRA shall be open to all persons who are interested in furthering the purposes of IRA and who are concerned with the improvement of reading and the development of literacy, particularly in the Commonwealth of Pennsylvania. Membership shall be effective upon acknowledgement of receipt of dues in accordance with the policies set by the Board of Directors.

 

Section 2 – Membership Fee: The Board of Directors, upon recommendation of the Executive Committee, shall determine the membership fee. The membership fee for state, local councils, and special interest councils will be submitted to KSRA. KSRA will disburse local council and special interest council fees to the appropriate council.

 

Article IV – Officers

 

Section 1 – Description: The elected officers of KSRA shall be a President, a President-elect, a Vice President, the immediate Past President, a State IRA Coordinator, a Secretary, and Regional Directors.  A Treasurer and chairs of standing committees shall also be considered officers.

 

Section 2 – Eligibility: Any member in good standing, who is a member of IRA and has been a member of a Pennsylvania local or special interest council for the past two years, is eligible for election as an officer of KSRA. Nominees for the office of Vice President shall have served as President of a local or special interest council. Nominees for the office of Regional Director shall have served as president of a local council.

 

Section 3 – Term of Office: The following shall be the terms of the stated offices:

• Elected Officers shall assume office at the beginning of the Fiscal year (July 1).
• The Vice President shall serve for a term of one year.
• The Vice President shall then automatically succeed to the Office of President-elect for a term of one year.
• The President-elect shall automatically succeed to the Office of President for a term of one year.
• The Secretary shall be elected to serve for a period of 3 years and may be re-elected.

 

Section 4 – Appointments and Terms of Other Officers: The Treasurer, Bylaws Committee Chair, Director of Membership Development, Governmental Relations Chair, and Conference Advisory Chair shall be appointed by the President, with the approval of the Executive Committee and the Board of Directors, for a period of 3 years and may be reappointed for additional terms.

 

Section 5 – Vacancy in Office:

1. In the event of a vacancy in the office of President, the President-elect shall continue his/her present office and also assume the duties of President.  The following year, this person shall become President.
2. In the event of a vacancy in the office of President-elect, the Executive Committee shall have the power to fill the position of President-elect for the remainder of that term and the subsequent term as President, with the approval of the Board of Directors at the next regularly scheduled meeting.
3. In the event that, for any reason, the President-elect is unable to assume the duties of President immediately, the Executive Committee shall have the power to fill the position of President for the remainder of that term, with the approval of the Board of Directors at their next regularly scheduled meeting.
4. In the event of a vacancy in the office of Vice President, the Executive Committee shall have the power to fill the position of Vice President, with the approval of the Board of Directors at their next regularly scheduled meeting. This person shall continue to serve as if normally elected.
5. In the event of a vacancy in the office of any other elected official, the Executive Committee shall have the power to fill the position, with the approval of the Board of Directors at their next regularly scheduled meeting. This person shall serve the remainder of the term of office.

                                                       

Section 6 – Duties of the President: The President shall act as the executive officer of KSRA. The President shall call and preside at all meetings; shall chair the Executive Committee, Board of Directors, and Budget Committee; shall supervise the activities of KSRA; and shall carry out such duties as the Board of Directors shall define. The President shall appoint standing and ad hoc committees as needed and as approved by the Board of Directors. The President has the privilege of coordinating the effort of and serving as a member of any committee. The President shall serve as the official delegate of KSRA at the International Reading Association Convention.

 

Section 7 – Duties of the President-elect: The President-elect shall assume and perform the duties of the President in the event of the absence, incapacity, or resignation of the President. The President-elect shall serve as general chair of the annual conference under the direction and guidance of the Conference Advisory Chair. The President-elect shall also serve as a member of the Budget and Long Range Planning Committees.

 

Section 8 – Duties of the Vice President: The Vice President shall assume and perform the duties of the President-elect in the event of the absence, incapacity, or resignation of the said officer. The Vice President shall serve on the Long Range Planning Committee and make arrangements for the Annual Meeting. The Vice President shall serve as chair of the following year’s conference under the direction and guidance of the Conference Advisory Chair.

 

Section 9 – Duties of the Immediate Past President: The Past President shall serve as a member of the Executive Committee, Budget Committee, and Conference Advisory Committee. The immediate Past President shall serve as chair of the Long Range Planning and Nomination & Election Committees.

 

Section 10 – Duties of the Treasurer: The Treasurer shall execute the duties essential to the maintenance of accurate and up-to-date records and shall

• chair the Fiscal Policies Committee.
• have custody of the funds of the Association which shall be deposited in a bank approved by the Board of Directors.
• sign checks and drafts on behalf of the association for the disbursement of funds in accordance with the approval of the Board of Directors.
• provide a bond for an amount fixed by the Board of Directors to be filed with the President.
• cooperate fully with an annual audit and within 30 days of the officer’s retirement from office, shall turn over to the successor all funds, accounts, and books.
• serve on the Budget Committee.
• Appoint, if needed, an Assistant Treasurer, with the approval of the Executive Committee and the Board of Directors, who may fulfill any responsibilities assigned by the Treasurer. This person shall have voting privileges in both the Executive Committee and the Board of Directors.

 

Section 11 – Duties of the Secretary: The Secretary shall keep an official record of all business and happenings at the meetings of the Executive Committee, Board of Directors, and Annual Meeting. The Secretary shall perform any other secretarial duties assigned by the President.

 

Section 12 – Duties of the Director of Membership Development: The Director of Membership Development shall be responsible for promoting membership in IRA, KSRA, and councils throughout the state of Pennsylvania in cooperation with the local/special interest council membership chairpersons, under the direction of the President and the Board of Directors. In cooperation with the President, the Director of Membership Development shall collaborate with any person(s) or service, contracted to process and maintain membership records.

 

Section 13 – Duties of the IRA State Coordinator: The IRA State Coordinator shall function according to the policies set by IRA and in cooperation with the KSRA President and Executive Committee. The IRA State Coordinator shall coordinate the activities of the Regional Directors.

 

Section 14 – Regional Directors: KSRA shall be divided into geographic regions according to the policy set by the Board of Directors. Regions containing one to four councils shall elect one Director. Regions containing five to eight councils shall elect two Directors. Regional Directors shall attend meetings of the Board of Directors and Executive Committee, representing their respective regions. The role of the Regional Director is to actively encourage and support the mission of local councils in their regions including those procedures established by the Board of Directors as recommended by the IRA State Coordinator.

 

Section 15 – Duties of the Conference Advisory Chair: The Conference Advisory Chair shall be responsible for coordinating the annual conferences of KSRA, including providing direction and guidance for the Chair of each annual conference. The person shall serve as Chair of the Conference Advisory Committee for a term of three annual conferences and may be reappointed to serve additional terms.

 

Section 16 – Duties of the Governmental Relations Chair: The Governmental Relations Chair shall be responsible for fulfilling the purpose of advocating for literacy issues in Pennsylvania and the nation. This person shall chair the Governmental Relations Committee and may appoint chairs of subcommittees.

 

Section 17 – Removal from Office

1. In the event a President, President-Elect, or Vice President is deemed not to be fulfilling the duties and responsibilities of the office, as outlined in both these bylaws and in policies, or in some other consideration deemed to be deleterious to the organization, the following procedures may be followed for removal from office:
1. The Executive Committee may issue a vote of no confidence by a 2/3 vote of those present at either a regularly scheduled meeting or other meeting called for said purpose where committee members shall meet and discuss issues synchronously. A majority of the Executive Committee must be present at this meeting.
2. The officer shall be informed of the vote privately by a person or persons appointed by the Executive Committee and given the chance to resign from office.
3. If the officer chooses not to resign, removal from office may be placed on the agenda for the Board of Directors meeting at which a vote of 2/3 of those present shall be sufficient for removal from office.
2. For all other offices, a person may be removed from office if such person is deemed not to be fulfilling the duties and responsibilities of the office upon the vote of 2/3 of members present at an Executive Committee meeting. A majority of the Executive Committee must be present at this meeting. The President or designee shall then inform the person in writing.
   
   

Article V – Board of Directors

 

Section 1 – Composition: The Board of Directors shall consist of the Executive Committee, the chairs of standing and ad hoc committees, and presidents of local and special interest councils or their appointed representatives.

 

Section 2 – Voting Privileges:  Each member of the Executive Committee shall be eligible to vote as a member of the Board of Directors. Each ad hoc committee and each local/special interest council shall receive one vote in the Board of Directors, even if there are co-chairs or co-presidents. Each person shall be entitled to no more than one vote even if more than one position is held.

 

Section 3 – Function: The Board of Directors shall exercise general supervision over the property and affairs of KSRA, shall decide all questions involving cooperation with other professional organizations, and shall take such action as necessary to facilitate the purposes of KSRA within the powers delegated by these bylaws.

 

Section 4 – Meetings: The Board of Directors shall be empowered to hold meetings on the call of the President as deemed necessary and at such times and places as the Executive Committee may determine. No fewer than two meetings shall be held each year.

 

Section 5 – Business Between Meetings: The President is authorized to consult with the Board of Directors by any means of communication that can be documented concerning important decisions which must be made between meetings. All such decisions shall be recorded by the president and presented to the Board at its next meeting for official approval. This shall also apply to the Executive Committee.

 

Section 6 – Quorum: A majority of the Board of Directors shall constitute a quorum.

 

Article VI – Committees

 

Section 1 – Standing Committees: There shall be standing committees as specified below. Chairs of standing committees shall submit reports as requested by policies of the Executive Committee.

 

1. Executive Committee: The Executive Committee shall consist of all KSRA elected officers, Treasurer and standing committee chairs. It shall act in an advisory capacity in making recommendations to the KSRA Board of Directors. The Executive Committee shall have all the powers and authority of the Board of Directors in the intervals between meetings of the Board of Directors and is subject to the direction and control of the full board. A majority of the Executive Committee shall constitute a quorum.

 

2. Bylaws Committee: The Bylaws Committee shall study the bylaws and shall recommend changes according to procedures for amending the bylaws. The committee shall consist of the chair and members selected by the chair.

 

3.  Nomination & Election Committee: The Nomination and Election Committee shall prepare a slate of nominees and conduct elections annually. See Article X. The immediate Past President shall serve as chair of the committee.

 

4. Long Range Planning Committee: The Long Range Planning Committee shall make long range goals for KSRA. This committee shall consist of the immediate Past President (chair), President, President-elect, Vice President, IRA State Coordinator, one or more past presidents, and at least one Regional Director. Other members may be selected by the chair in order to enhance the deliberations of the committee.

 

5. Membership Committee: The Director of Membership Development shall work with local/special interest council presidents and membership chairs in updating KSRA membership listings and coordinating local, state, and IRA membership activities.

 

6. Budget Committee: The Budget Committee shall consist of the President, President-elect, Vice President, immediate Past President, and Treasurer. This committee shall prepare the annual budget for approval by the Board of Directors before the start of the fiscal year.

 

7. Governmental Relations Committee: The Governmental Relations Committee shall provide information to KSRA leaders and members regarding literacy issues. The committee may advocate for issues at the state and national levels under the direction of the Board of Directors. The committee shall consist of the Governmental Relations Committee Chair, local/special interest council governmental relations chairs, and other person(s) as shall be deemed necessary by the chair.

 

8. Conference Advisory Committee: The Conference Advisory Committee shall consist of the President, President-elect, Vice President, immediate Past President, and other person(s) as shall be deemed necessary by the chair. The committee shall supervise and guide the planning process of annual conferences. This may include scheduling, arranging, and maintaining conference sites, maintaining a list of possible speakers, scheduling some keynote speakers, maintaining and revising the Conference Advisory Guide, and assisting conference chairs. The committee shall also fulfill other duties as may be requested by the Executive Committee.

 

9. Fiscal Policy Committee: The Fiscal Policies Committee shall regularly review the policies and procedures of KSRA related to financial management and planning, regularly review the financial policies and procedures of the KSRA Conference Advisory Committee and make recommendations when deemed necessary, and review and revise as necessary any engagement agreements for contractual work and all policies associated with such positions. The Fiscal Policies Committee shall consist of the Treasurer (chair), the IRA State Coordinator, the President, the Conference Advisory Committee Chair, and such other members as shall be suggested by the chair with the approval of the Executive Committee. This committee must meet a minimum of once every three years.

 

Section 3 – Ad Hoc Committees: Ad hoc committees are authorized annually by the Board of Directors at the recommendation of the incoming President. Committee chairpersons shall be appointed annually by the President under whose term they will serve. Chairs of ad hoc committees shall submit reports as requested by policies of the Executive Committee.

 

Article VII – Local Councils

 

Section 1- Formation: A local council may be formed according to the policies and procedures for obtaining a charter from IRA.

 

Section 2 – Membership: Membership in a local council shall be open to all persons who support the purposes of KSRA. Members are charged membership dues. Members of local councils are also members of KSRA.

 

Section 3 – Rights and Responsibilities: Each local council is entitled to basic support from KSRA to include the following:

• the right to participate in meetings of the Board of Directors, and
• the right to submit resolutions for consideration by the Board of Directors or at the Annual Meeting.

Each local council is responsible for its own operating expenses.

 

Article VIII – Special Interest Councils

 

Section 1 – Formation: A Special Interest Council may be formed by at least ten members of KSRA when its title, statement of purpose, and bylaws have been approved by the Board of Directors.

 

Section 2 – Membership: Membership in the Special Interest Council shall be open to all members of KSRA who wish to support the purpose of the group. The IRA State Coordinator may be a member of all Special Interest Councils. Members of Special Interest Councils shall be members of KSRA and may be charged additional membership dues specifically for the Special Interest Council.

 

Section 3 – Rights and Responsibilities: Each Special Interest Council is entitled to basic support from KSRA to include the following:            

• meeting privileges at the annual conference,
• the right to participate in meetings of the Board of Directors, and
• the right to submit resolutions for consideration by the Board of Directors or at the Annual Meeting.

Each Special Interest Council is responsible for its own operating expenses.

Section 4 – Officers: The officers of the councils shall include, but not be limited to, a President, Treasurer, and Secretary elected annually by the members. The President of the council shall report to the IRA State Coordinator regarding meetings and business conducted. The council shall provide reports as requested by the Executive Committee.

 

Article IX – Contracted Services

 

KSRA may employ the services of a person, company, or service provider to carry out the business operations, technical tasks, or other functions to support KSRA in fulfilling its mission. Such services shall be contracted with the approval of the Executive Committee.

 

Article X – Nominations and Elections

 

Section 1 – Nomination and Election Committee: The Nomination and Election Committee shall be comprised of the immediate Past President for the time in which the election shall take place and other person(s) approved by the Executive Committee with no fewer than three persons serving on the committee. No committee member shall serve more than two consecutive one-year terms.

Section 2 – Mode of Nomination: The committee shall prepare a slate of nominees for open offices according to the policies set by the Executive Committee. Any KSRA member or local/special interest council may submit nominations to the committee for consideration by the deadline set by the Executive Committee. However, the committee is not bound by such submissions in creating the slate of officers.

 

Section 3 – Mode of Election: The Nomination and Election Committee shall prepare a slate of officers and send it to local council presidents and KSRA Executive Committee by the date set by the Executive Committee. All members of the Executive Committee may cast one vote for all positions on the state ballot. Local councils may vote for all state-wide positions and any regional director position for the region in which the council is located and shall have the number of votes equal to the number of delegates as described in Article XI – Section 1. Special interest councils may cast one vote for all statewide positions.

All ballots must be returned to the chairperson of the Nomination and Election Committee by the date set by the Executive Committee.

The chairperson of the Nomination and Election Committee, with no fewer than two previous past presidents or Executive Committee members who are not running for office, shall count the ballots and notify all candidates of the results of the election by the date set by the Executive Committee. A plurality of votes cast shall constitute an election. In case of a tie, the IRA State Coordinator shall cast the deciding vote.

The IRA State Coordinator shall be responsible for reporting the newly elected officers to IRA Headquarters.

 

Article XI – Annual Meeting

 

Section 1 – Composition: The voting members of the Annual Meeting shall consist of the Board of Directors and certified representatives of the local councils that are in good standing with KSRA. Each council of ten to twenty-five members is entitled to one voting member in the Annual Meeting plus one voting member for every additional twenty-five members or portion thereof. Special interest councils are entitled to only one voting member. Each member of the Executive Committee shall be eligible for one vote. Each ad hoc committee chairperson may attend, but the committee shall receive only one vote in the Annual Meeting, even if there are co-chairs. Each person shall be entitled to no more than one vote even if more than one position is held.

 

Section 2 – Function: The representatives to the Annual Meeting shall serve as an advisory body of the Association. They shall have the opportunity to review policies set by the Board of Directors and make recommendations to the Board of Directors. The representatives to the Annual Meeting shall have the opportunity to present issues of concern to the Board. The representatives may be asked to respond to issues brought to them by the Board.

 

Section 3 – Meetings: The time and place of the Annual Meeting as determined by the Board of Directors shall be announced at least two months prior to the meeting date.

 

Section 4 – Quorum: A quorum shall consist of twenty percent of those eligible to vote in the Annual Meeting.

 

Article XII – IRA Annual Meeting

 

Representation of KSRA at the IRA Annual Meeting shall be in accordance with IRA bylaws and policies.

 

Article XIII – Parliamentary Authority

 

The meetings of KSRA shall be conducted according to commonly accepted practices and the procedures and policies set by the Executive Committee.

 

Article XIV – Dissolution

 

KSRA may petition IRA for dissolution or for merger with another council/affiliate by vote of its membership in accordance with KSRA policy. If granted, KSRA will adhere to IRA policies for dissolution or merger of councils and affiliates.

 

Article XV – Amendments

 

Section 1 – Proposal: Amendments to the bylaws may be proposed by

• the Bylaws Committee,
• three members of the Board of Directors, or
• a petition from any local council signed by twenty-five percent of its members.

Section 2 – Adoption: Amendments shall be adopted after having been read and discussed at a meeting of the Board of Directors and with the affirmative vote of two-thirds of the members at the next regularly scheduled meeting of the Board of Directors.

 

Section 3 – Incorporation: Amendments adopted as described in Section 2 shall be incorporated into these bylaws. Copies of all amendments shall be sent to IRA Headquarters.